##### 



Form 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


|           |  |                                                                                         
|---------- |  | ----------------------------------------------------------------------------------------
|(Mark One)
|(X)        |  | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

| |  |                                                  
| |  | -------------------------------------------------
| |  | For the quarterly period ended  December 13, 2003

OR

|      |  |                                                                                          
|----- |  | -----------------------------------------------------------------------------------------
|(   ) |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|     
|      |  | For the transition period from  to                                                       

Commission File Number 0-12800

CUISINE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)


|                                |  |                                     
|------------------------------- |  | ------------------------------------
|DELAWARE                        |  | 52-0948383                          
|                                |  |                                     
|(State or other jurisdiction of |  | (IRS Employer Identification Number)
|incorporation or organization)  |  |                                     

85 S Bragg Street, Suite 600, Alexandria, VA 22312




(Address of principal executive offices) (Zip Code)


(Registrants telephone number,
including area code) (703) 270-2900

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934, during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes (X)    No (   )

Indicate the number of shares outstanding of each of the issuers classes of
common stock as of January 27, 2004.

|                            |  |                 
|--------------------------- |  | ----------------
|Common Stock 0.01 par value |  | Number of Shares
|                            |  |                 
|Class A                     |  | 15,824,788      
|Class B                     |  | None            





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##### 



CUISINE SOLUTIONS, INC.

PART I: FINANCIAL INFORMATION

Item 1. Financial
Statements

The accompanying unaudited consolidated financial statements have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all of the information
and footnotes required by accounting principles generally accepted in the
United States of America for complete financial statements. In the opinion of
the Company, all adjustments necessary for the fair presentation of the
Companys results of operations, financial position and changes therein for the
periods presented have been included.

2



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##### 



CUISINE SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

|                                       |                                                                                                                                                             |                                         |              |                            |           |              |             |            |           |            |           | 
|-------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------- | ------------ | -------------------------- | --------- | ------------ | ----------- | ---------- | --------- | ---------- | --------- | 
|                                       |                                                                                                                                                             |                                         |              |                            |           | December 13, |             | June 28,  
|                                       |                                                                                                                                                             |                                         |              |                            |           | 2003         |             | 2003      
|                                       |                                                                                                                                                             |                                         |              |                            |           |              |             |           
|ASSETS                                 |                                                                                                                                                             |                                         |              |                            |           |              |             |           
|Current Assets                         |                                                                                                                                                             |                                         |              |                            |           |              |             |           
|                                       |                                                                                                                                                             | Cash and cash equivalents               |              | $                          | 1,133,000 |              |             | $          | 1,357,000 |           
|                                       |                                                                                                                                                             | Accounts receivable, trade              |              |                            | 4,390,000 |              |             |            | 3,479,000 |           
|                                       |                                                                                                                                                             | Inventory                               |              |                            | 4,743,000 |              |             |            | 4,056,000 |           
|                                       |                                                                                                                                                             | Prepaid expenses                        |              |                            | 327,000   |              |             |            | 450,000   |           
|                                       |                                                                                                                                                             | Notes receivable, related party         |              |                            | 26,000    |              |             |            | 32,000    |           
|                                       |                                                                                                                                                             | Other current assets                    |              |                            | 313,000   |              |             |            | 450,000   |           
|                                       |                                                                                                                                                             |                                         |              |                            |           |              |             |           
|                                       |                                                                                                                                                             |                                         |              | TOTAL CURRENT ASSETS       |           |              | 10,932,000  |            |           |            | 9,824,000 | 
|Investments                            |                                                                                                                                                             |                                         | 1,147,000    |                            |           |              | 1,331,000   |           
|Fixed assets, net                      |                                                                                                                                                             |                                         | 5,235,000    |                            |           |              | 5,264,000   |           
|Other assets                           |                                                                                                                                                             |                                         | 10,000       |                            |           |              | 9,000       |           
|                                       |                                                                                                                                                             |                                         |              |                            |           |              |             |           
|                                       |                                                                                                                                                             |                                         | TOTAL ASSETS |                            | $         | 17,324,000   |             |            | $         | 16,428,000 |          
|                                       |                                                                                                                                                             |                                         |              |                            |           |              |             |           
|LIABILITIES AND STOCKHOLDERS EQUITY   |                                                                                                                                                             |                                         |              |                            |           |              |             |           
|Current liabilities                    |                                                                                                                                                             |                                         |              |                            |           |              |             |           
|                                       |                                                                                                                                                             | Current portion of long-term debt       |              |                            | 2,035,000 |              |             |            | 1,970,000 |           
|                                       |                                                                                                                                                             | Accounts payable and accrued expenses   |              |                            | 4,095,000 |              |             |            | 3,950,000 |           
|                                       |                                                                                                                                                             | Accrued payroll and related liabilities |              |                            | 1,381,000 |              |             |            | 1,351,000 |           
|                                       |                                                                                                                                                             |                                         |              |                            |           |              |             |           
|                                       |                                                                                                                                                             |                                         |              | Total current liabilities  |           |              | 7,511,000   |            |           |            | 7,271,000 | 
|Long-term debt, less current portion   |                                                                                                                                                             |                                         | 2,205,000    |                            |           |              | 1,691,000   |           
|                                       |                                                                                                                                                             |                                         |              |                            |           |              |             |           
|                                       |                                                                                                                                                             |                                         |              | TOTAL LIABILITIES          |           |              | 9,716,000   |            |           |            | 8,962,000 | 
|                                       |                                                                                                                                                             |                                         |              |                            |           |              |             |           
|Stockholders equity                   |                                                                                                                                                             |                                         |              |                            |           |              |             |           
|                                       | Common stock - $.01 par value, 20,000,000 shares
authorized,
15,824,788 shares issued and outstanding
at December 13, 2003 and June 28, 2003, respectively. |                                         |              | 159,000                    |           |              |             | 159,000    |          
|                                       | Class B
Stock - $.01 par value, 175,000 shares authorized,
none issued                                                                                      |                                         |              |                           |           |              |             |           |          
|                                       | Additional paid-in capital                                                                                                                                  |                                         |              | 26,284,000                 |           |              |             | 26,284,000 |          
|Accumulated deficit                    |                                                                                                                                                             |                                         | (19,604,000  | )                          |           |              | (19,486,000 | )         
|Accumulated Other Comprehensive Income |                                                                                                                                                             |                                         |              |                            |           |              |             |           
|                                       | Unrealized gain on debt and equity investments                                                                                                              |                                         |              | 50,000                     |           |              |             | 59,000     |          
|                                       | Cumulative translation adjustment                                                                                                                           |                                         |              | 719,000                    |           |              |             | 450,000    |          
|                                       |                                                                                                                                                             |                                         |              |                            |           |              |             |           
|                                       |                                                                                                                                                             |                                         |              | TOTAL STOCKHOLDERS EQUITY |           |              | 7,608,000   |            |           |            | 7,466,000 | 
|                                       |                                                                                                                                                             |                                         |              |                            |           |              |             |           
|                                       | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                  |                                         | $            | 17,324,000                 |           |              | $           | 16,428,000 |          
|                                       |                                                                                                                                                             |                                         |              |                            |           |              |             |           

See accompanying notes to consolidated financial statements.

F-3





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##### 



CUISINE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

|                                                |                          |                                                      |                             |         |                    |         |                         |   |           |        |            |   |           |         |            |   |            |         |  
|----------------------------------------------- | ------------------------ | ---------------------------------------------------- | --------------------------- | ------- | ------------------ | ------- | ----------------------- | - | --------- | ------ | ---------- | - | --------- | ------- | ---------- | - | ---------- | ------- | -
|                                                |                          |                                                      |                             |         | Second Quarter     |         | Year to Date           
|                                                |                          |                                                      |                             |         |                    |         |                        
|                                                |                          |                                                      |                             |         | Twelve Weeks Ended |         | Twenty Four Weeks Ended
|                                                |                          |                                                      |                             |         |                    |         |                        
|                                                |                          |                                                      |                             |         | Dec 13,            |         | Dec 14,                 |   | Dec 13,   |        | Dec 14,   
|                                                |                          |                                                      |                             |         | 2003               |         | 2002                    |   | 2003      |        | 2002      
|                                                |                          |                                                      |                             |         |                    |         |                         |   |           |        |           
|NET SALES                                       |                          | $                                                    | 9,086,000                   |         |                    | $       | 6,598,000               |   |           | $      | 16,188,000 |   |           | $       | 13,021,000 |  
|Cost of goods sold                              |                          |                                                      | 6,985,000                   |         |                    |         | 5,447,000               |   |           |        | 12,890,000 |   |           |         | 10,774,000 |  
|                                                |                          |                                                      |                             |         |                    |         |                         |   |           |        |            |   |           |         |            |  
|                                                |                          | GROSS MARGIN                                         |                             |         | 2,101,000          |         |                         |   | 1,151,000 |        |            |   | 3,298,000 |         |            |   | 2,247,000  |        
|Selling and administration                      |                          |                                                      | 1,874,000                   |         |                    |         | 1,861,000               |   |           |        | 3,116,000  |   |           |         | 3,576,000  |  
|Depreciation and amortization                   |                          |                                                      | 111,000                     |         |                    |         | 128,000                 |   |           |        | 225,000    |   |           |         | 259,000    |  
|                                                |                          |                                                      |                             |         |                    |         |                         |   |           |        |            |   |           |         |            |  
|                                                |                          | Income (LOSS) FROM OPERATIONS                        |                             |         | 116,000            |         |                         |   | (838,000  | )      |            |   | (43,000   | )       |            |   | (1,588,000 | )      
|                                                |                          |                                                      |                             |         |                    |         |                         |   |           |        |            |   |           |         |            |  
|Nonoperating income (expense)                   |                          |                                                      |                             |         |                    |         |                         |   |           |        |            |   |           |         |            |  
|                                                |                          | Investment income                                    |                             |         | 14,000             |         |                         |   | 33,000    |        |            |   | 31,000    |         |            |   | 68,000     |        
|                                                |                          | Interest expense                                     |                             |         | (25,000            | )       |                         |   | (51,000   | )      |            |   | (56,000   | )       |            |   | (99,000    | )      
|                                                |                          | Other income (expense)                               |                             |         | (42,000            | )       |                         |   | 9,000     |        |            |   | (50,000   | )       |            |   | (2,000     | )      
|                                                |                          |                                                      |                             |         |                    |         |                         |   |           |        |            |   |           |         |            |  
|                                                |                          |                                                      | TOTAL NON-OPERATING EXPENSE |         |                    | (53,000 | )                       |   |           | (9,000 | )          |   |           | (75,000 | )          |   |            | (33,000 | )
|                                                |                          |                                                      |                             |         |                    |         |                         |   |           |        |            |   |           |         |            |  
|Income (Loss) from operations before income tax |                          |                                                      | 63,000                      |         |                    |         | (847,000                | ) |           |        | (118,000   | ) |           |         | (1,621,000 | )
|Provision for income tax benefit (expense)      |                          |                                                      |                            |         |                    |         |                        |   |           |        |           |   |           |         |           |  
|                                                |                          |                                                      |                             |         |                    |         |                         |   |           |        |            |   |           |         |            |  
|NET INCOME (LOSS)                               |                          |                                                      | 63,000                      |         |                    |         | (847,000                | ) |           |        | (118,000   | ) |           |         | (1,621,000 | )
|                                                |                          |                                                      |                             |         |                    |         |                         |   |           |        |            |   |           |         |            |  
|Basic and diluted net income (loss) per share:  |                          |                                                      |                             |         |                    |         |                         |   |           |        |            |   |           |         |            |  
|                                                |                          | Net income (loss) per common share-basic and diluted |                             | $       | 0.00               |         |                         |   | ($0.05    | )      |            |   | ($0.01    | )       |            |   | ($0.10     | )      
|Weighted average shares outstanding-basic       |                          |                                                      | 15,824,788                  |         |                    |         | 15,824,788              |   |           |        | 15,824,788 |   |           |         | 15,824,788 |  
|                                                | Common stock equivalents |                                                      |                             | 170,893 |                    |         |                         |  |           |        |            |  |           |         |            |  |           
|                                                |                          |                                                      |                             |         |                    |         |                         |   |           |        |            |   |           |         |            |  
|Weighted average shares outstanding-diluted     |                          |                                                      | 15,995,681                  |         |                    |         | 15,824,788              |   |           |        | 15,824,788 |   |           |         | 15,824,788 |  
|                                                |                          |                                                      |                             |         |                    |         |                         |   |           |        |            |   |           |         |            |  

See accompanying notes to consolidated financial statements.

F-4





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CUISINE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                                           |                                       |                      |                                             |                                                                |          |                         |            |            |          |         |            |  
|-------------------------------------------------------------------------- | ------------------------------------- | -------------------- | ------------------------------------------- | -------------------------------------------------------------- | -------- | ----------------------- | ---------- | ---------- | -------- | ------- | ---------- | -
|                                                                           |                                       |                      |                                             |                                                                |          | Year to date           
|                                                                           |                                       |                      |                                             |                                                                |          | Twenty four weeks ended
|                                                                           |                                       |                      |                                             |                                                                |          | Dec 13,                 |            | Dec 14,   
|                                                                           |                                       |                      |                                             |                                                                |          | 2003                    |            | 2002      
|                                                                           |                                       |                      |                                             |                                                                |          |                         |            |           
|CASH FLOWS FROM OPERATING ACTIVITIES                                       |                                       |                      |                                             |                                                                |          |                         |            |           
|Net Loss                                                                   |                                       | $                    | (118,000                                    | )                                                              |          | $                       | (1,621,000 | )         
|Adjustments to reconcile net loss to
net cash used in operating activities |                                       |                      |                                             |                                                                |          |                         |            |           
|                                                                           |                                       |                      | Depreciation and amortization               |                                                                |          | 408,000                 |            |            |          | 489,000 |           
|                                                                           |                                       |                      | Gain on sale of investments                 |                                                                |          | (3,000                  | )          |            |          | (21,000 | )         
|                                                                           |                                       |                      | Change in cumulative translation adjustment |                                                                |          | 269,000                 |            |            |          | 44,000  |           
|                                                                           |                                       |                      | Changes in assets and liabilities:          |                                                                |          |                         |            |            |          |         |           
|                                                                           |                                       |                      |                                             | Increase in accounts receivable trade, net                     |          |                         | (911,000   | )          |          |         | (8,000     | )
|                                                                           |                                       |                      |                                             | (Increase) Decrease in inventory                               |          |                         | (687,000   | )          |          |         | 96,000     |  
|                                                                           |                                       |                      |                                             | Decrease (Increase) in prepaid expenses                        |          |                         | 123,000    |            |          |         | (34,000    | )
|                                                                           |                                       |                      |                                             | Decrease in notes receivable, related party                    |          |                         | 6,000      |            |          |         | 32,000     |  
|                                                                           |                                       |                      |                                             | Decrease in other assets                                       |          |                         | 136,000    |            |          |         | 33,000     |  
|                                                                           |                                       |                      |                                             | Increase (Decrease) in accounts payable and accrued expenses   |          |                         | 145,000    |            |          |         | (241,000   | )
|                                                                           |                                       |                      |                                             | Increase (Decrease) in accrued payroll and related liabilities |          |                         | 30,000     |            |          |         | (117,000   | )
|                                                                           |                                       |                      |                                             |                                                                |          |                         |            |           
|                                                                           | Net cash used by operating activities |                      |                                             | (602,000                                                       | )        |                         |            | (1,348,000 | )       
|                                                                           |                                       |                      |                                             |                                                                |          |                         |            |           
|CASH FLOWS FROM INVESTING ACTIVITIES                                       |                                       |                      |                                             |                                                                |          |                         |            |           
|                                                                           |                                       | Sale of investments  |                                             |                                                                | 178,000  |                         |            |            | 392,000  |        
|                                                                           |                                       | Capital expenditures |                                             |                                                                | (379,000 | )                       |            |            | (459,000 | )      
|                                                                           |                                       |                      |                                             |                                                                |          |                         |            |           
|                                                                           | Net cash used by investing activities |                      |                                             | (201,000                                                       | )        |                         |            | (67,000    | )       
|                                                                           |                                       |                      |                                             |                                                                |          |                         |            |           
|CASH FLOWS FROM FINANCING ACTIVITIES                                       |                                       |                      |                                             |                                                                |          |                         |            |           
|Borrowings on debt obligations                                             |                                       |                      | 1,165,000                                   |                                                                |          |                         | 386,000    |           
|Payments on debt obligations                                               |                                       |                      | (586,000                                    | )                                                              |          |                         | (218,000   | )         
|                                                                           |                                       |                      |                                             |                                                                |          |                         |            |           
|                                                                           |                                       |                      |                                             | Net cash provided by financing activities                      |          |                         | 579,000    |            |          |         | 168,000    |  
|                                                                           |                                       |                      |                                             |                                                                |          |                         |            |           
|                                                                           |                                       |                      |                                             | Net decrease in cash and cash equivalents                      |          |                         | (224,000   | )          |          |         | (1,247,000 | )
|                                                                           |                                       |                      |                                             | Cash and cash equivalents, beginning of period                 |          |                         | 1,357,000  |            |          |         | 1,958,000  |  
|                                                                           |                                       |                      |                                             |                                                                |          |                         |            |           
|CASH and CASH EQUIVALENTS, END OF PERIOD                                   |                                       | $                    | 1,133,000                                   |                                                                |          | $                       | 711,000    |           
|                                                                           |                                       |                      |                                             |                                                                |          |                         |            |           

See accompanying notes to consolidated financial statements

F-5



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Cuisine Solutions, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(Unaudited)

|                            |                                   |                                                |         |        |  |         |            |             |  |             |             |             |          |                  |        |                  |        |       |         |  |         |   |           |  |          |  
|--------------------------- | --------------------------------- | ---------------------------------------------- | ------- | ------ |  | ------- | ---------- | ----------- |  | ----------- | ----------- | ----------- | -------- | ---------------- | ------ | ---------------- | ------ | ----- | ------- |  | ------- | - | --------- |  | -------- | -
|                            |                                   |                                                |         |        |  |         |            |             |  |             |             |             |          |                  |        | Unrealized Gains |        |       |         |  |         |   |           | 
|                            |                                   |                                                |         |        |  |         |            | Additional  |  |             |             |             |          | (Losses) on Debt |        | Cumulative       |        | Total
|                            |                                   |                                                |         | Common |  | Paid-In |            | Accumulated |  | and Equity  |             | Translation |          | Stockholders   
|                            |                                   |                                                |         | Stock  |  | Capital |            | Deficit     |  | Investments |             | Adjustment  |          | Equity          
|                            |                                   |                                                |         |        |  |         |            |             |  |             |             |             |          |                 
|Balance, June 28, 2003      |                                   | $                                              | 159,000 |        |  | $       | 26,284,000 |             |  | $           | (19,486,000 | )           |          | $                | 59,000 |                  |        | $     | 450,000 |  |         | $ | 7,466,000 | 
|                            |                                   |                                                |         |        |  |         |            |             |  |             |             |             |          |                  |        |                  |        |       |         |  |         |   |           | 
|                            |                                   | Six periods 2004 net loss                      |         |        |  |         |            |             |  |             |             |             | (118,000 | )                |        |                  |        |       |         |  |         |   |           |  | (118,000 | )
|                            | Other comprehensive income/(loss) |                                                |         |        |  |         |            |             |  |             |             |             |          |                  |        |                  |        |       |         |  |         |   |           |  |         
|                            |                                   | Unrealized loss on debt
and equity investments |         |        |  |         |            |             |  |             |             |             |          |                  |        |                  | (9,000 | )     |         |  |         |   |           |  | (9,000   | )
|                            |                                   | Translation adjustment                         |         |        |  |         |            |             |  |             |             |             |          |                  |        |                  |        |       |         |  | 269,000 |   |           |  | 269,000  |  
|                            |                                   | Other comprehensive income/(loss)              |         |        |  |         |            |             |  |             |             |             |          |                  |        |                  |        |       |         |  |         |   |           |  | 260,000  |  
|                            |                                   |                                                |         |        |  |         |            |             |  |             |             |             |          |                  |        |                  |        |       |         |  |         |   |           | 
|Comprehensive Income/(Loss) |                                   |                                                |         |        |  |         |            |             |  |             |             |             |          |                  |        |                  |        |       |         |  |         |   | 142,000   | 
|                            |                                   |                                                |         |        |  |         |            |             |  |             |             |             |          |                  |        |                  |        |       |         |  |         |   |           | 
|Balance, December 13, 2003  |                                   | $                                              | 159,000 |        |  | $       | 26,284,000 |             |  | $           | (19,604,000 | )           |          | $                | 50,000 |                  |        | $     | 719,000 |  |         | $ | 7,608,000 | 
|                            |                                   |                                                |         |        |  |         |            |             |  |             |             |             |          |                  |        |                  |        |       |         |  |         |   |           | 

|                            |                                   |                                                |         |        |  |         |            |             |  |             |             |             |            |                  |         |                  |         |       |         |  |        |   |            |   |            |  
|--------------------------- | --------------------------------- | ---------------------------------------------- | ------- | ------ |  | ------- | ---------- | ----------- |  | ----------- | ----------- | ----------- | ---------- | ---------------- | ------- | ---------------- | ------- | ----- | ------- |  | ------ | - | ---------- | - | ---------- | -
|                            |                                   |                                                |         |        |  |         |            |             |  |             |             |             |            |                  |         | Unrealized Gains |         |       |         |  |        |   |            |  
|                            |                                   |                                                |         |        |  |         |            | Additional  |  |             |             |             |            | (Losses) on Debt |         | Cumulative       |         | Total
|                            |                                   |                                                |         | Common |  | Paid-In |            | Accumulated |  | and Equity  |             | Translation |            | Stockholders   
|                            |                                   |                                                |         | Stock  |  | Capital |            | Deficit     |  | Investments |             | Adjustment  |            | Equity          
|                            |                                   |                                                |         |        |  |         |            |             |  |             |             |             |            |                 
|Balance, June 29, 2002      |                                   | $                                              | 159,000 |        |  | $       | 26,284,000 |             |  | $           | (15,394,000 | )           |            | $                | 10,000  |                  |         | $     | 97,000  |  |        | $ | 11,156,000 |  
|                            |                                   |                                                |         |        |  |         |            |             |  |             |             |             |            |                  |         |                  |         |       |         |  |        |   |            |  
|                            |                                   | Six periods 2003 net loss                      |         |        |  |         |            |             |  |             |             |             | (1,621,000 | )                |         |                  |         |       |         |  |        |   |            |   | (1,621,000 | )
|                            | Other comprehensive income/(loss) |                                                |         |        |  |         |            |             |  |             |             |             |            |                  |         |                  |         |       |         |  |        |   |            |   |           
|                            |                                   | Unrealized loss on debt
and equity investments |         |        |  |         |            |             |  |             |             |             |            |                  |         |                  | (49,000 | )     |         |  |        |   |            |   | (49,000    | )
|                            |                                   | Translation adjustment                         |         |        |  |         |            |             |  |             |             |             |            |                  |         |                  |         |       |         |  | 44,000 |   |            |   | 44,000     |  
|                            |                                   | Other comprehensive income(loss)               |         |        |  |         |            |             |  |             |             |             |            |                  |         |                  |         |       |         |  |        |   |            |   | (5,000     | )
|                            |                                   |                                                |         |        |  |         |            |             |  |             |             |             |            |                  |         |                  |         |       |         |  |        |   |            |  
|Comprehensive Income/(Loss) |                                   |                                                |         |        |  |         |            |             |  |             |             |             |            |                  |         |                  |         |       |         |  |        |   | (1,626,000 | )
|                            |                                   |                                                |         |        |  |         |            |             |  |             |             |             |            |                  |         |                  |         |       |         |  |        |   |            |  
|Balance, December 14, 2002  |                                   | $                                              | 159,000 |        |  | $       | 26,284,000 |             |  | $           | (17,015,000 | )           |            | $                | (39,000 | )                |         | $     | 141,000 |  |        | $ | 9,530,000  |  
|                            |                                   |                                                |         |        |  |         |            |             |  |             |             |             |            |                  |         |                  |         |       |         |  |        |   |            |  

F-6





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##### 



Cuisine Solutions, Inc.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1) Financial Statements

The accompanying unaudited consolidated financial statements have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. In the
opinion of the Company, all adjustments necessary for the fair presentation of
the Companys results of operations, financial position and changes therein for
the periods presented have been included.

2) Fiscal Periods

The Company utilizes a 52/53 week fiscal year which ends on the last
Saturday in June. The first,
second and fourth quarters, of fiscal years 2004 and 2003 contain 12 weeks, and
the third quarter contains 16 weeks.

3) Inventory

Inventories are valued at the lower of cost, determined by the first-in,
first-out method (FIFO), or market. Included in inventory costs are raw
materials, labor and manufacturing overhead.

Inventory consists of:

|                                      |  |          |           |          |  |   |           |  
|------------------------------------- |  | -------- | --------- | -------- |  | - | --------- | -
|                                      |  | Dec. 13, |           | June 28,
|                                      |  | 2003     |           | 2003    
|                                      |  |          |           |         
|Raw materials                         |  | $        | 1,326,000 |          |  | $ | 1,140,000 |  
|Frozen product & other finished goods |  |          | 3,049,000 |          |  |   | 2,892,000 |  
|Packing materials & supplies          |  |          | 558,000   |          |  |   | 449,000   |  
|                                      |  |          |           |          |  |   |           |  
|                                      |  |          | 4,933,000 |          |  |   | 4,481,000 |  
|Less obsolescence reserve             |  |          | (190,000  | )        |  |   | (425,000  | )
|                                      |  |          |           |          |  |   |           |  
|                                      |  | $        | 4,743,000 |          |  | $ | 4,056,000 |  
|                                      |  |          |           |          |  |   |           |  

4) Dividends - None.

5) Commitments and Contingencies

The Company is engaged in ordinary and routine litigation incidental to
its business. Management does not anticipate that any amounts that it may be
required to pay by reason thereof will have a material effect on the Companys
financial position or results of operations.

6) Transaction with Related Parties

The Company received $7,000 from Food Research Corporation (FRC) for
payment related to a receivable from Classic European Bakers, LLC (CEB). CEB
is owned by FRC, an entity owned by the

7



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JLV group, the majority owner of
Cuisine Solutions common shares. The receivables were primarily associated with
unpaid rent related to a rental agreement for office space used by CEB at the
Companys premises in Alexandria.

The Company has receivables of $13,000 at December 13, 2003 from its
President who sponsored a marketing event with the Young Presidents
Organization in France. The amount is non-interest bearing and expected to be
paid during fiscal year 2004.

As of December 13, 2003, the Company had an accrued liability in the
amount of $260,000 to SOMDIAA. SOMDIAA is a holding company which is majority
owned by Secria, S.A. and Secria Europe, S.A. Both enterprises are owned by the
Jean-Louis Vilgrain family (JLV) and FRC is owned by Secria Europe, S.A.
SOMDIAA provides the administration of French Social Security healthcare and
retirement plans for individuals who work within the JLV group. The primary
portion of the recorded accrual is related to amounts billed from SOMDIAA for
separate health and retirement plans for the President of the Company and two
other non-officer but key employees. The accrual at December 13, 2003 includes
coverage for previous years benefits.

On June 12, 2001, the Company signed an agreement to create a joint
venture to build a sous-vide processing facility in Chile. The purpose of the
facility would be to produce high quality, value priced whitefish, shellfish
and salmon products in Chile for the Global Retail and Foodservice markets.
That agreement was terminated, however, the parties continue to develop the
facility in Chile and have agreed that the Company will continue to hold 10% of
the total outstanding shares of Cuisine Solutions Chile S.A. A marketing
agreement to market certain sous-vide products has been signed between the
parties in June 2003 and a commercial agreement to commit to the purchase of
certain raw materials from Cuisine Solutions Chile has been signed in August
2003. The facility is scheduled to open in April 2004.

On October 22, 2003, the Company entered into a six month term loan in the
amount of $500,000 with Food Investors Corporation (FIC) to provide short
term working capital necessary to expand operations for fiscal year 2004. The
loan bears interest of 5% per annum and is payable upon maturity. This loan
may be extended for an additional six months upon initial maturity. In
addition, on November 10, 2003, the Company entered into a three-year term loan
in the amount of $500,000 with Food Research Corporation (FRC) to provide
short term working capital necessary to expand operations. The loan, which
bears interest of 5% per annum, requires payment of interest on a quarterly
basis beginning in April 2004, and provides for a balloon payment for the total
amount due three years from the origination of the loan. FIC and FRC are 100
percent owned by Cuisine Solutions majority shareholder, the JLV group.

7) Income (Loss) Per Share

Basic net income (loss) per common share is computed by dividing net
income (loss) by the weighted average number of common shares outstanding
during the period. Diluted net income (loss) per common share also includes
common equivalent shares outstanding during the period if dilutive. The
Companys common equivalent shares consist of stock options. The weighted
average number of shares outstanding related to stock options was 1,681,375,
for the twenty-four weeks ended December 13, 2003, and the twelve and twenty
four weeks ended December 14, 2002, the assumed exercise of the Companys
outstanding stock options are not included in the calculation as the effect
would be anit-dilutive. For the twelve weeks ended December 13, 2003, 457,500
common stock options were included in the diluted income per share
calculation.

8) Accounting for stock-based compensation

The Company accounts for employee stock option grants using the intrinsic value
method in accordance with Accounting Principles Board (APB) Opinion No. 25
Accounting for Stock Issued to Employees and accordingly associated
compensation expense, if any, is measured as the excess of the underlying stock
price over the exercise price on the date of grant. The Company complies with
the disclosure option of

8



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Statement of Financial Accounting Standards (SFAS) No.
123 Accounting for Stock Based Compensation, as amended by SFAS No. 148
Accounting for Stock-Based Compensation  Transition and Disclosure which
requires pro-forma disclosure of compensation expense associated with stock
options under the fair value method.

Had compensation cost been recognized based on the fair values of options at
the grant dates consistent with the provisions of SFAS No. 123, the Companys
net income (loss) and basic and diluted net income (loss) per common share
would have been changed to the following pro forma amounts:

|                                                                                    |                                 |   |               |            |               |   |            |            |  
|----------------------------------------------------------------------------------- | ------------------------------- | - | ------------- | ---------- | ------------- | - | ---------- | ---------- | -
|                                                                                    |                                 |   | Dec. 13, 2003 |            | Dec. 14, 2002
|                                                                                    |                                 |   |               |            |              
|Net loss applicable to common shareholders                                          |                                 | $ | (118,000      | )          |               | $ | (1,621,000 | )         
|Less: Total stock-based compensation expense
determined under the fair value method |                                 | $ | (84,000       | )          |               | $ | (86,000    | )         
|Pro forma net loss                                                                  |                                 | $ | (202,000      | )          |               | $ | (1,707,000 | )         
|Profit/(loss) per common share:                                                     |                                 |   |               |            |               |   |            |           
|                                                                                    | Basic and diluted  as reported |   | $             | (0.01      | )             |   | $          | (0.11      | )
|                                                                                    | Basic and diluted  pro forma   |   | $             | (0.01      | )             |   | $          | (0.11      | )
|Weighted average common shares outstanding:                                         |                                 |   |               |            |               |   |            |           
|                                                                                    | Basic and diluted               |   |               | 15,824,788 |               |   |            | 15,824,788 |  

9



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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

This filing contains forward-looking statements within the meaning of
Section 27A of The Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. Those statements reflect the
intent, belief or current expectations of the Company and members of the
management team. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risk and uncertainties and that actual results may differ materially from those
contemplated by such forward-looking statements reflecting changed assumptions,
the occurrence of unanticipated events or changes to future operating results
over time.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and liabilities and
the reported amounts of revenue and expenses. Judgments and assessments of
uncertainties are required in applying the Companys accounting policies in
many areas.

The Company recognizes revenue at the time products are shipped to the
customers. Reserves against customer receivables are established as necessary,
based upon an evaluation of the customers current financial condition and past
experience and relationship.

Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,
requires management judgments regarding the future operating and disposition
plans for underperforming assets, and estimates of expected realizable values
for assets to be sold. The application of SFAS No. 144 has affected the amounts
and timing of charges to operating results in recent years. Long-lived assets
are assessed for possible impairment whenever events or changes in
circumstances indicate that the carrying amounts may not be recoverable, or
whenever management has committed to a plan to dispose of the assets. Assets to
be held and used affected by such an impairment loss are depreciated or
amortized at their new carrying amount over the remaining estimated useful
life; assets to be sold or otherwise disposed of are not subject to further
depreciation or amortization. Management determines the depreciable lives based
on estimates of the period over which the assets will be of economic benefit to
the Company and management periodically reviews the remaining depreciable lives
based upon actual experience and expected future utilization.

Inventories are valued at the lower of cost, determined by the first-in,
first-out method, or market. Included in inventory costs are raw materials,
labor and manufacturing overhead. Obsolete or unusable inventories are
reflected at their estimated realizable values.

The Company accounts for corporate income taxes in accordance with SFAS No.
109, Accounting for Income Taxes, which requires and asset and liability
approach. This approach results in the recognition of deferred tax assets
(future tax benefits) and liabilities for the expected future tax consequences
of temporary timing differences between the book carrying amounts and the tax
basis of assets and liabilities. Future tax benefits are subject to a valuation
allowance to the extent of the likelihood that the deferred tax assets may not
be realized. The Company has fully reserved its deferred tax asset as a result
of recurring losses and current projections of future operating results.

RESULTS OF OPERATIONS

Cuisine Solutions, Inc. reported net income of $63,000 for the second
quarter of fiscal 2004 compared to a net loss of $847,000 a year ago. The
increase in income was primarily driven by a 37.7% increase in sales and a 83%
increase in gross margin due primarily to lower cost of goods sold because of
manpower efficiencies and lower raw material cost associated with a higher
volume in sales. The company was

10



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profitable despite a $295,000 charge to bad
debt expense, which is included in selling and administration expense, during
the second quarter of fiscal year 2004 due to the liquidation of one of its On
Board Services distributors in the USA.

Revenue in the second quarter of fiscal 2004 increased from $6,598,000 to
$9,086,000, a 37.7% increase compared to the previous year. Retail sales in
the USA increased 214%, and the national restaurant chain (New Business)
channel, grew 166% compared to the second quarter of Fiscal 2003. Cuisine
Solutions continues see recovery in its On Board Service and Foodservice
channels as the US economy continues to improve.

NET SALES

Second quarter fiscal 2004 revenue of $9,086,000 increased as described
above by 37.7% compared to the previous fiscal years second quarter revenue of
$6,598,000. Information as to Cuisine Solution sales by geographical locations
as follows (Norway inter-company sales are eliminated):

|                            |  |                |           |                |  |         |           |         |  |   |           |  |  |  |       |  
|--------------------------- |  | -------------- | --------- | -------------- |  | ------- | --------- | ------- |  | - | --------- |  |  |  | ----- | -
|                            |  | Q2 Fiscal 2004 |           | Q2 Fiscal 2003 |  | $Change |           | %Change
|                            |  |                |           |                |  |         |           |        
|USA                         |  | $              | 5,361,000 |                |  | $       | 3,903,000 |         |  | $ | 1,458,000 |  |  |  | 37.3  | %
|Norway                      |  |                | 322,000   |                |  |         | 156,000   |         |  |   | 166,000   |  |  |  | 106.4 | %
|France                      |  |                | 3,403,000 |                |  |         | 2,539,000 |         |  |   | 864,000   |  |  |  | 34.0  | %
|                            |  |                |           |                |  |         |           |         |  |   |           |  |  |  |       |  
|Total Product Sales Revenue |  | $              | 9,086,000 |                |  | $       | 6,598,000 |         |  | $ | 2,488,000 |  |  |  | 37.7  | %
|                            |  |                |           |                |  |         |           |         |  |   |           |  |  |  |       |  

USA SALES

Fiscal year 2004 second quarter sales in the USA increased $1,458,000 to
$5,361,000, a 37.3% increase from the previous fiscal year second quarter sales
of $3,903,000.

Information as to Cuisine Solutions USA fiscal year 2004 second quarter
sales by sales channel is presented below.

|                  |  |         |           |         |  |         |           |         |  |   |           |   |  |  |       |   
|----------------- |  | ------- | --------- | ------- |  | ------- | --------- | ------- |  | - | --------- | - |  |  | ----- | --
|                  |  | Q2 FY04 |           | Q2 FY03 |  | $Change |           | %Change
|                  |  |         |           |         |  |         |           |        
|Foodservice       |  | $       | 1,375,000 |         |  | $       | 1,174,000 |         |  | $ | 201,000   |   |  |  | 17.1  | % 
|On Board Services |  |         | 2,111,000 |         |  |         | 1,882,000 |         |  |   | 229,000   |   |  |  | 12.1  | % 
|Retail            |  |         | 1,239,000 |         |  |         | 394,000   |         |  |   | 845,000   |   |  |  | 214.5 | % 
|Military          |  |         | 234,000   |         |  |         | 302,000   |         |  |   | (68,000   | ) |  |  | (22.5 | %)
|New Business      |  |         | 402,000   |         |  |         | 151,000   |         |  |   | 251,000   |   |  |  | 166.2 | % 
|                  |  |         |           |         |  |         |           |         |  |   |           |   |  |  |       |   
|Total             |  | $       | 5,361,000 |         |  | $       | 3,903,000 |         |  | $ | 1,458,000 |   |  |  | 37.3  | % 
|                  |  |         |           |         |  |         |           |         |  |   |           |   |  |  |       |   

Second quarter fiscal 2004 sales to the USA Foodservice channel increased
17.1% in the USA to $1,375,000 from the previous year second quarter sales of
$1,174,000. The increase was driven by increased sales to hotels and convention
centers since occupancy rates were higher and businesses held more banquet
events compared to the previous year. The Foodservice channel provides the
highest gross margins to the Company and focuses sales efforts on key accounts,
large events, and use of distributors to manage lower volume opportunities.
Management has and will continue to employ further cost reduction programs and
product line changes to meet the changing needs of the industry.

11



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Fiscal 2004 second quarter sales to the On Board Services channel totaled
$2,111,000 versus previous year second quarter sales of $1,882,000, an increase
of $229,000 or 12.1%. Sales to the On Board Services increased in second
quarter as US airlines and passenger rail continued their recovery from last
year.

Retail sales for the second quarter of fiscal 2004 increased $845,000 to
$1,239,000 from $394,000 during the same period of the previous year due to the
additional product roll-out of premium branded and private label frozen food
products to North-American retailers. The Company anticipates product rollouts
of such products during the remainder of fiscal year 2004.

Military sales for the second quarter 2004 decreased $68,000 or 22.5% from
$302,000 to $234,000 during the same period in fiscal 2003 primarily due to
lower demand from the US Navy carriers. Navy sales are conducted through an
arrangement with a broker. The Company is further supporting the growing
opportunity for this sales channel with a direct sales person focusing on the
US Army, Air Force and Marine Corps.

New
Business sales for the second quarter of fiscal year 2004 totalled
$402,000, up from $151,000 in fiscal 2003. The sales increase of $251,000
attributable to increased sales to national restaurant chains. The Company will
further pursue its role as a supplier for national restaurant chains that have
determined that the Companys product quality and ease of use makes an
attractive alternative for providing promotional menu items.

NORWAY SALES

During the second quarter of fiscal 2004, total Norwegian sales volume
increased 17.3% to 8,770,000 Norwegian Kroner from 7,479,000 Norwegian Kroner
during the second quarter of fiscal 2003. The sales amount converted to US
dollars amounted to $1,252,000 in the second quarter of fiscal 2004 and
$1,011,000 during the second quarter of fiscal 2003 before the elimination of
inter-company balances. The increase was due to greater demand for Norwegian
salmon products. Inter-company sales from Cuisine Solutions Norway are
eliminated and reported as sales from either Cuisine Solutions France or
Cuisine Solutions USA. Inter-company sales to the USA and France account for
74.2% compared to 85% during the same period in the previous fiscal year. Total
production and inter-company sales measured in US Dollars were up 23.8% during
the second quarter of fiscal 2004 versus the same period in the previous year.

12



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Total Norwegian sales before inter-company eliminations in both US dollars
and Norwegian Kroners were as follows:

|                           |  |                 |           |                 |  |         |           |         |  |  |           |  |  |  |      |  
|-------------------------- |  | --------------- | --------- | --------------- |  | ------- | --------- | ------- |  |  | --------- |  |  |  | ---- | -
|                           |  | Fiscal 2004     |           | Fiscal 2003     |  |         |           |         |  |  |           | 
|                           |  | Norway Q2 Sales |           | Norway Q2 Sales |  | $Change |           | %Change
|                           |  |                 |           |                 |  |         |           |        
|Sales in US Dollars        |  |                 | 1,252,000 |                 |  |         | 1,011,000 |         |  |  | 241,000   |  |  |  | 23.8 | %
|Sales in Norwegian Kroners |  |                 | 8,770,000 |                 |  |         | 7,479,000 |         |  |  | 1,291,000 |  |  |  | 17.3 | %
|Average Exchange Rate      |  |                 | 7.005     |                 |  |         | 7.398     |         |  |  |           |  |  |  |      |  

FRANCE SALES

The total fiscal year 2004 second quarter sales in US dollars were
$3,403,000 versus previous year sales of $2,539,000, an increase of $864,000 or
34.0%. Sales in EURO during the same period were EURO 2,914,000 versus EURO
2,561,000 respectively, an increase of 13.8%. The differences in the increase
are due to the US dollar-EURO fluctuations in the exchange rate for the
respective periods.

Cuisine Solutions Frances fiscal year 2004 second quarter sales compared
to prior year second quarter and respective exchange rates are as follows:

|                      |  |                 |           |                 |  |         |           |         |  |  |         |  |  |  |      |  
|--------------------- |  | --------------- | --------- | --------------- |  | ------- | --------- | ------- |  |  | ------- |  |  |  | ---- | -
|                      |  | Fiscal 2004     |           | Fiscal 2003     |  |         |           |         |  |  |         | 
|                      |  | France Q2 Sales |           | France Q2 Sales |  | $Change |           | %Change
|                      |  |                 |           |                 |  |         |           |        
|Sales in US Dollars   |  |                 | 3,403,000 |                 |  |         | 2,539,000 |         |  |  | 864,000 |  |  |  | 34.0 | %
|Sales in EURO         |  |                 | 2,914,000 |                 |  |         | 2,561,000 |         |  |  | 353,000 |  |  |  | 13.8 | %
|Average Exchange Rate |  |                 | 0.856     |                 |  |         | 1.009     |         |  |  |         |  |  |  |      |  

Cuisine Solutions France increase in sales was primarily driven by higher
retail sales of private label packaged products as well as higher sales in the
foodservice sector. Cuisine Solutions France was able to consistently increase
sales to a French retailer for the past three quarters.

GROSS MARGINS

|                              |  |                        |         |               |  |   |          |  
|----------------------------- |  | ---------------------- | ------- | ------------- |  | - | -------- | -
|                              |  | Quarter Ended         
|                              |  |                       
|                              |  | Dec. 13, 2003          |         | Dec. 14, 2002
|                              |  |                        |         |              
|                              |  | (dollars in thousands)
|Net Sales                     |  | $                      | 9,086   |               |  | $ | 6,598    |  
|Gross margin percentage       |  |                        | 23.1    | %             |  |   | 17.4     | %
|Income (Loss) from operations |  | $                      | 116,000 |               |  | $ | (838,000 | )

Gross margins increased 83% compared to the second quarter fiscal year
2003 due primarily to lower cost of goods sold because of manpower efficiencies
and lower raw material cost associated with a higher volume in sales.

13



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##### 



Gross margin in the USA increased from 20.5% to 27.7% as a percentage of
sales due to the Companys ability to maintain a higher production volume
during the period. The gross margin in France remained approximately 20% as
expected and Norway gross margin increased from -15.6% to -4.2%. Cuisine
Solutions management is confident that continued larger sales volume and
aggressive cost management will result in higher gross margins.

Selling and Administrative Expenses

A comparison of selling and general administrative costs follows:

|                                 |  |                        |       |               |  |   |       | 
|-------------------------------- |  | ---------------------- | ----- | ------------- |  | - | ----- | 
|                                 |  | Quarter Ended         
|                                 |  |                       
|                                 |  | Dec. 13, 2003          |       | Dec. 14, 2002
|                                 |  |                        |       |              
|                                 |  | (dollars in thousands)
|Selling and administrative costs |  | $                      | 1,874 |               |  | $ | 1,861 | 

Selling and administrative expenses increased $13,000 or 0.7% in the
second quarter of fiscal 2004 versus the second quarter of fiscal 2003. Selling
and administrative expenses included a $295,000 bad debt charge the second
quarter of fiscal year 2004 due to the liquidation of one of its On Board
Services distributors in the USA. Expenses as a percent of sales were reduced
to 20.6% in the second quarter of fiscal 2004 versus 28.2% in fiscal 2003. The
decrease was due to the continuous cost management and reduction of personnel
in our Alexandria, VA., headquarters, as well as tying incentive compensation
plans to performance.

Depreciation and Amortization

Depreciation and amortization decreased $37,000 to $202,000 for the second
quarter of fiscal year 2004, compared with $239,000 for the same period a year
ago. This decrease is related to certain equipment reaching its useful life and
correspondingly becoming fully depreciated.

Non-operating Income and Expense

Investment income consists of returns earned on funds invested in
corporate bonds and treasury bills. Management maintains these funds in a
trust account with the majority of the funds invested in government securities.

Interest expense relates to the borrowings of the Companys Norwegian and
French subsidiaries, including the Norwegian capital lease.

Also included in the Non-operation Income and Expense is foreign exchange
losses of $27,000 for the twelve weeks ended December 13, 2004.

Provision for Taxes

No provision for income taxes was made during the second quarter of fiscal
2004 due to the Companys continued losses.

14



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##### 



Twenty Four Weeks Ended December 13, 2003 Compared to Twenty Four Weeks Ended
December 14, 2002

RESULTS OF OPERATIONS

Cuisine Solutions, Inc. reported a net loss of $118,000 for the first two
quarters of fiscal 2004 compared to a net loss of $1,621,000 for the same
period a year ago. The decrease in the loss was primarily driven by a 24.3%
increase in sales. The decrease in the loss compared to the previous fiscal
year to date result was also due to lower cost of goods sold because of
manpower efficiencies and lower raw material cost associated with a higher
volume in sales as well as a 12.9% decrease in selling and administrative
expenses. Selling and administrative expenses included a $295,000 bad debt
charge recorded in the second quarter of fiscal year 2004 due to the
liquidation of one of its On Board Services distributors in the USA.

NET SALES

Revenue for the first two quarters fiscal year to date 2004 increased from
$13,021,000 to $16,188,000, a 24.3% increase compared to same period the
previous year primarily due to the increased sales to the Retail in the USA and
France, as well as the National Restaurant Chain channel in the USA. A summary
of the Companys operations by region and by business channel is shown below.

Total fiscal YTD sales by region are as follows (Norway inter-company sales are
eliminated):

|                            |  |                 |            |                 |  |         |            |         |  |   |           |  |  |  |      |  
|--------------------------- |  | --------------- | ---------- | --------------- |  | ------- | ---------- | ------- |  | - | --------- |  |  |  | ---- | -
|                            |  | YTD Fiscal 2004 |            | YTD Fiscal 2003 |  | $Change |            | %Change
|                            |  |                 |            |                 |  |         |            |        
|USA                         |  | $               | 9,536,000  |                 |  | $       | 7,844,000  |         |  | $ | 1,692,000 |  |  |  | 21.6 | %
|Norway                      |  |                 | 689,000    |                 |  |         | 646,000    |         |  |   | 43,000    |  |  |  | 6.7  | %
|France                      |  |                 | 5,963,000  |                 |  |         | 4,531,000  |         |  |   | 1,432,000 |  |  |  | 31.6 | %
|                            |  |                 |            |                 |  |         |            |         |  |   |           |  |  |  |      |  
|Total Product Sales Revenue |  | $               | 16,188,000 |                 |  | $       | 13,021,000 |         |  | $ | 3,167,000 |  |  |  | 24.3 | %
|                            |  |                 |            |                 |  |         |            |         |  |   |           |  |  |  |      |  

USA SALES

Total fiscal YTD USA sales by business channel are as follows:

|                  |  |  |                 |           |                 |  |         |           |         |  |   |           |  |  |  |       |  
|----------------- |  |  | --------------- | --------- | --------------- |  | ------- | --------- | ------- |  | - | --------- |  |  |  | ----- | -
|                  |  |  | YTD Fiscal 2004 |           | YTD Fiscal 2003 |  | $Change |           | %Change
|                  |  |  |                 |           |                 |  |         |           |        
|Foodservice       |  |  | $               | 2,456,000 |                 |  | $       | 2,173,000 |         |  | $ | 283,000   |  |  |  | 13.2  | %
|On Board Services |  |  |                 | 4,246,000 |                 |  |         | 4,130,000 |         |  |   | 116,000   |  |  |  | 2.8   | %
|Retail            |  |  |                 | 1,523,000 |                 |  |         | 624,000   |         |  |   | 899,000   |  |  |  | 144.1 | %
|Military          |  |  |                 | 652,000   |                 |  |         | 544,000   |         |  |   | 108,000   |  |  |  | 19.9  | %
|New Business/NRC  |  |  |                 | 659,000   |                 |  |         | 373,000   |         |  |   | 286,000   |  |  |  | 76.7  | %
|                  |  |  |                 |           |                 |  |         |           |         |  |   |           |  |  |  |       |  
|Total             |  |  | $               | 9,536,000 |                 |  | $       | 7,844,000 |         |  | $ | 1,692,000 |  |  |  | 21.6  | %
|                  |  |  |                 |           |                 |  |         |           |         |  |   |           |  |  |  |       |  

Fiscal 2004 YTD Foodservice sales increased $283,000 to $2,456,000 from
previous fiscal YTD sales of $2,173,000. The increase is attributed to
increased sales to hotels and convention centers as the economy recovers from
last year.

Fiscal 2004 YTD On Board Service sales increased $116,000 to $4,246,000 from
previous fiscal YTD sales of $4,130,000. The increase is attributed to the
recovery of sales to the US airlines and passenger rails, primarily in the
second quarter.

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Fiscal 2004 YTD retail sales increased $899,000 to $1,523,000 from previous
fiscal YTD sales of $624,000. The increase was attributable to the continued
product roll-out of premium branded and private label frozen food products to
North-American retailers.

Fiscal 2004 YTD Military sales increased $108,000 to $652,000 from previous
fiscal YTD sales of $544,000. The increase is attributed to the increase in
sales to US Navy carriers during the first quarter.

Fiscal 2004 YTD New Business sales increased $286,000 to $659,000 from previous
fiscal YTD sales of $373,000. The increase is attributed to growth in sales to
national restaurant chains.

NORWAY SALES

Total fiscal year 2004 YTD Value of Norwegian shipments (includes inter-company
sales):

|                           |  |                     |            |                     |  |        |            |         |  |  |           |  |  |  |      |  
|-------------------------- |  | ------------------- | ---------- | ------------------- |  | ------ | ---------- | ------- |  |  | --------- |  |  |  | ---- | -
|                           |  | Fiscal 2004         |            | Fiscal 2003         |  |        |            |         |  |  |           | 
|                           |  | YTD Norway Q2 Sales |            | YTD Norway Q2 Sales |  | Change |            | %Change
|                           |  |                     |            |                     |  |        |            |        
|Sales in US Dollars        |  |                     | 2,320,000  |                     |  |        | 1,883,000  |         |  |  | 437,000   |  |  |  | 23.2 | %
|Sales in Norwegian
Kroners |  |                     | 16,633,000 |                     |  |        | 14,051,000 |         |  |  | 2,582,000 |  |  |  | 18.4 | %
|Average Exchange Rate      |  |                     | 7.169      |                     |  |        | 7.462      |         |  |  |           |  |  |  |      |  

The fiscal YTD sales from Norway in US Dollars increased 23.2%. The shipment
volume in Norwegian Kroner increased by 18.4% due to the greater demand for
salmon primarily in France. The higher US Dollars sales value increase resulted
from the increase in the value of the Norwegian Kroner versus the US Dollar
during the reporting period.

FRANCE SALES

Total fiscal 2004 YTD Sales from France:

|                      |  |                     |           |                     |  |        |           |         |  |  |           |  |  |  |      |  
|--------------------- |  | ------------------- | --------- | ------------------- |  | ------ | --------- | ------- |  |  | --------- |  |  |  | ---- | -
|                      |  | Fiscal 2004         |           | Fiscal 2003         |  |        |           |         |  |  |           | 
|                      |  | YTD France Q2 Sales |           | YTD France Q2 Sales |  | Change |           | %Change
|                      |  |                     |           |                     |  |        |           |        
|Sales in US Dollars   |  |                     | 5,962,000 |                     |  |        | 4,531,000 |         |  |  | 1,431,000 |  |  |  | 31.6 | %
|Sales in EURO         |  |                     | 5,192,000 |                     |  |        | 4,585,000 |         |  |  | 607,000   |  |  |  | 13.2 | %
|Average Exchange Rate |  |                     | 0.871     |                     |  |        | 1.012     |         |  |  |           |  |  |  |      |  

The second quarter fiscal YTD US dollar value of sales from Cuisine Solutions
France increased $1,431,000 to $5,962,000 from previous fiscal YTD sales of
4,531,000. The fiscal YTD sales in EURO increased EURO 607,000 to EURO
5,192,000 from previous fiscal YTD sales of EURO 4,585,000. The increase in
sales was primarily driven by higher retail sales of private label packaged
products to a French retailer. The US Dollars sales value increase resulted
from the increase in the value of the EURO versus the US Dollar during the
reporting period.

GROSS MARGINS

A comparison of net sales, gross margin percentages and losses from
operations follows:

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|                        |  |                        |        |          |  |   |        |   | 
|----------------------- |  | ---------------------- | ------ | -------- |  | - | ------ | - | 
|                        |  | Year to Date           |       
|                        |  |                        |       
|                        |  | Dec. 13,               |        | Dec. 14, | 
|                        |  | 2003                   |        | 2002     | 
|                        |  |                        |        |          | 
|                        |  | (Dollars in thousands) |       
|Net sales               |  | $                      | 16,188 |          |  | $ | 13,021 |  
|Gross margin percentage |  |                        | 20.4   | %        |  |   | 17.3   | %
|Loss from operations    |  | $                      | (43    | )        |  |   | (1,588 | )

Total consolidated gross margins increased to 20.4% year to date fiscal
2004 second quarter compared with 17.3% a year ago due to the Companys ability
to maintain a higher production volume during the period. Management is
confident that continued larger sales volume and aggressive cost management
will result in higher gross margins.

Selling and Administrative Expenses

A comparison of selling and general administrative costs follows:

|                                 |  |                        |       |          |  |   |       | 
|-------------------------------- |  | ---------------------- | ----- | -------- |  | - | ----- | 
|                                 |  | Year to Date          
|                                 |  |                       
|                                 |  | Dec. 13,               |       | Dec. 14,
|                                 |  | 2003                   |       | 2002    
|                                 |  |                        |       |         
|                                 |  | (Dollars in thousands)
|Selling and administrative costs |  | $                      | 3,116 |          |  | $ | 3,576 | 

Selling and administrative expenses decreased $460,000 or 12.9% for fiscal
YTD 2004 versus the same period of fiscal 2003. Expenses as a percent of sales
were 19.2% for fiscal YTD 2004 versus 27.5% in fiscal YTD 2003. The decrease
was due to the aggressive cost management and attributed to the reduction of
sales and administrative staff as well as compensation plans tied to top
line sales and profit contribution. Selling and administrative expenses
included a $295,000 bad debt charge in the second quarter of fiscal year 2004
due to the liquidation of one of its On Board Services distributors in the USA.

Depreciation and Amortization

Depreciation and amortization decreased $81,000 to $408,000 for fiscal YTD
2004, compared with $489,000 for the same period a year ago. The decrease is
related to equipment reaching its useful life and correspondingly has been
fully depreciated.

Non-operating Income and Expense

Investment income consists of returns earned on funds invested in
corporate bonds and treasury bills. Management maintains these funds in a trust
account with the majority of the funds invested in government securities. For
YTD fiscal year 2004, the Company realized a gain of $3,000 on the sale of
investments.

Also included in the Non-operation Income and Expense is foreign exchange
losses of $32,000 for the twenty four weeks ended December 13, 2004.

At December 13, 2003, the Company had borrowings of $4,240,000, bearing
interest at rates ranging from 3.3% to 6.6%. The majority of these borrowings
includes $2,500,000 through its Norwegian subsidiary and represents an
outstanding principal amount of $1,290,000 for the capital lease on the
building in Norway and $1,091,000 allowed under the working capital line of
credit with Den norske Bank. In December 2000, Cuisine Solutions France entered
into a five-year capital lease obligation for a cooking machine with an initial
principal amount of $435,000 and 6% interest on the outstanding balance
of the loan. The current portion of this loan is $100,000 and the total
outstanding principal amounts to $206,000 at December 13, 2003. In October
2002, Cuisine Solutions France entered into a ten year term loan to finance

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the
acquisition of land and a building to be used as a distribution plant in the
amount of EURO 190,000 or $234,000. This loan bears interest of 5.7% and is due
in October 2012. The current portion of this loan is $19,000 and the total
outstanding principal amounts to $215,000 at December 13, 2003. In March 2003,
Cuisine Solutions France entered into a five year term loan to further expand
the facility in the amount of EURO 280,000 or $344,000. This loan bears
interest of 3.3% and is due in June 2008. The current portion of this loan is
$64,000 and the total outstanding principal amounts to $312,000 at December 13,
2003. On October 22, 2003, the Company entered into a six month term loan in
the amount of $500,000 with Food Investors Corporation (FIC) to provide short
term working capital necessary to expand operations for fiscal year 2004. The
loan bears interest of 5% per annum and is payable upon maturity. This loan
may be extended for an additional six months upon initial maturity. In
addition, on November 10, 2003, the Company entered into a three-year term loan
in the amount of $500,000 with Food Research Corporation (FRC) to provide
short term working capital necessary to expand operations. The loan bears
interest of 5% per annum and is payable upon maturity. Under this loan,
Cuisine Solutions pays interest on a quarterly basis beginning in April 2004,
with a balloon payment for the total amount due three years from the
origination of the loan. FIC and FRC are 100 percent owned by Cuisine
Solutions majority shareholder, the JLV group.

Provision for Taxes

No provision for income taxes was made during the second quarter of fiscal
2004 due to the Companys continued losses.

Impact of Inflation and the Economy

Variations in labor and ingredient costs can significantly affect the
Companys operations. Many of the Companys employees are paid hourly rates
related to, but generally higher than the federal minimum rates.

The Companys sales pricing structure allows for the fluctuation of raw
material prices. As a result, market price variations do not significantly
affect the gross margin realized on product sales. Customer sensitivity to
price changes can influence the overall sales of individual products. In the
event of accelerated commodity price increases, the Company may suffer a
short-term loss since customers cannot accept multiple price changes in short
periods of time. The Company will continue to investigate larger purchase
contracts for key raw materials where pricing to the customer can also be
contracted.

The Companys costs of its Norwegian subsidiary are denominated in
Norwegian Kroner. Sales of products from its Norwegian subsidiary are made in
the currency of the purchasing jurisdiction and are subsequently recorded in
Norwegian Kroner. The Company does engage in forward contracts for Norway
shipments to the USA where these shipments are predictable with the objective
of protecting planned profit margins. The USA subsidiary does not purchase
product from France and therefore, does not have any exposure to foreign
exchange other than translation adjustments during consolidations.

During the second quarter of fiscal year 2004, the sales to Airline
accounts and railroad companies were approximately 48% of total revenues and
sales to the Foodservice Industry 26%, primarily to hotel restaurants and
banquets. Management has re-focused efforts to accelerate sales to all sales
channels.

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Liquidity and Capital Resources

At December 13, 2003, the Companys combined total of cash and short-term
investment balances was $1,133,000, compared with $1,357,000 at June 28 2003.
This decrease is the result of the year-to-date operating loss, and the
reduction of debt. Additionally, the Company held long term investments of
$1,147,000 and $1,331,000 at December 13, 2003 and June 28, 2003, respectively,
with maturities greater than one year. Long term investments are used as
collateral for the Standby Letter of Credit to secure the overdraft facility of
the Norwegian subsidiary. There is no other restriction on cash balances at the
end of the fiscal 2004 second quarter.

Net cash used by operations amounted to $602,000 for year to date 2004,
compared to cash used of $1,348,000 a year ago. Cash in the amount of $379,000
was used by investment in new production equipment while the sale of
investments provided $178,000 in cash. Financing activities provided net cash
of $579,000 from new borrowings.

The Companys Norwegian subsidiary has secured a working capital
commitment for its liquidity needs in Norway in the form of an overdraft
facility. As of December 13, 2003, the Company used the maximum amount
available under line of credit which is currently $1,091,000.

Future Prospects

Marketing Efforts

During the remainder of fiscal year 2004, the Companys strategy will
involve efforts to grow each channel with the highest priority on building the
Cuisine Solutions brand and growing the existing retail customer base for
pre-prepared frozen entrees and deli items.

Foodservice

The Foodservice channel will continue to manage the hotel restaurant menu
program while working to reduce distribution costs of shipping direct to
hotels. The fiscal 2004 strategy involves the continued penetration into large
key national accounts, banquet centers and casinos. Demand for foodservice
products in France increased significantly during the past two years and we
expect further growth for fiscal 2004 due to continued customer satisfaction
with the quality and variety of products offered by the Company. Customers in
the Foodservice sales channel place high value on the labor savings, quality,
consistency, and food safety associated with Cuisine Solutions products.
Management will work to find new growth strategies for this channel including
adding sales personnel where appropriate. Management increased sales personnel
in France during the second quarter fiscal 2004.

On Board Services

On Board Services was highly affected by the slowdown of the travel
industry over the past two years. However, close customer focus has started to
show positive results during this quarter. Cuisine Solutions will pursue
growth by increasing the number of items sold to each of its customers working
directly and indirectly with the airlines and railways in the USA and in
Europe. As the airline and related support industries consolidate their
workforces, management is exploring every opportunity to provide the airlines
with high quality first class and business class meals, greater potential
flexibility and less labor. The Company is developing the Buy-on-Board meal
program with several airlines and anticipates the launch of the program towards
the end of fiscal year 2004. There is still instability and risk associated
with this market and management is taking a cautious approach with its business
partners.

Retail

Management initiated a strategic effort into retail sales in order to
diversify the sales channels of the Company and to provide the opportunity for
large volume sales that would increase the efficiency of the

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total Company
product line. Retail objectives for fiscal year 2004 include the further
penetration into the USA in-store deli of targeted retailers as well as the
further product rollout of premium frozen retail products into the USA and
French market. The benefit of retail sales includes high volume potential,
economies of scale from production and lower distribution and administrative
cost per sales order. Cuisine Solutions also sees great value in the creation
of Cuisine Solutions as a brand for the upscale frozen food market.

Military

Cuisine Solutions has been actively marketing the military beyond the US
Navy carrier market. During the second quarter of fiscal 2004, it was
announced by the Army that two of the Cuisine Solutions products (frozen) will
be on the Unitized Group Rations-A (UGR-A) menu for feeding troops in field
kitchens. Although the Cuisine Solutions products were chosen as two of the 14
menu items, there is no guarantee that the military will ultimately buy the
products from Cuisine Solutions. The Army estimates that it will begin
ordering from Cuisine Solutions during the fourth quarter of fiscal 2004 or
first quarter of fiscal 2005.

National Restaurant Chains (New Business)

Cuisine Solutions has been trying to work with large restaurant chains to
provide the chains current recipes in a frozen sous-vide format. Cuisine
Solutions believes there may be benefits in this area in highlighting our
protein offerings for the growing low Carbohydrate market.

France

Cuisine Solutions France has experienced sales growth during the last
three years, contributing to the Companys cash flow since its acquisition in
1999. Management will continue with its strategic sales plan to expand the
selling efforts not only in France but in other European countries, especially
in Germany and the United Kingdom. Cuisine Solutions France will continue to
pursue additional product line expansion into the On Board Services and retail
markets and attempt to increase its market share and product awareness.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The principal market risks (i.e. the risk of loss arising from adverse
changes in market rates and prices) to which we are exposed are Interest rates,
foreign exchange rates, sales and marketing.

Interest rate exposure:

The Companys exposure to market risk for changes in interest rates
relates primarily to the Companys investment and debt portfolio. The Company
has not used derivative financial instruments in its investment portfolio. The
Company places its investments with high quality issuers. A portion of the
debt portfolio has fluctuating interest rates, which change with changes in the
market.

Foreign Currency Risk:

The majority of the Companys sales are denominated in U.S. dollars,
thereby limiting the Companys risk to changes in foreign currency rates. The
Norwegian subsidiarys sales are denominated in Norwegian Kroner while the
French subsidiary reports in EURO. As currency exchange rates, translation of
the income statements of the Norway and French operations into U.S. dollars
affects year-over-year comparability of operating results. Sales, which are
subject to these foreign currency fluctuations, are currently 41% of the
Companys sales. The net assets of the subsidiaries are approximately 47% of
the Companys net assets. The Company does not enter into hedges to minimize
volatility of reported earnings because it does not believe it is justified by
the exposure or the cost.

Sales and Marketing Risks:

Cuisine Solution is introducing and rolling-out new product lines into the
Retail sector. Cuisine Solutions Management has put significant focus on the
opportunities available in the retail sector and the success rate will be
contingent upon market acceptance of the product line, price points and
execution of its marketing strategy. Another risk includes few customers in
retail totaling larger percentages of the overall Cuisine Solutions revenue.
The company is also focusing on the US military and National Restaurant Chains
coupled with Retail as a hedge against further disruption to the travel
industry which may or may not be successful for Cuisine Solutions in the
long-run

The travel industry, and specifically the airlines, has been a major
source of Cuisine Solutions revenue and formal business strategy. Although the
economic situation with the airlines and travel industry is believed to be
improving, Management cannot forecast the continuing stability of the
industries. Cuisine Solutions will position itself to provide maximum value to
our airline and travel related partners during these turbulent times.

Item 4. Controls and Procedures

Within 90 days prior to the date of this report, Management carried out an
evaluation of the effectiveness of the design and operation of the Companys
disclosure controls and procedures, pursuant to Exchange Act Rule 13a-14 and
15d-14. Based on the foregoing, the Principal Executive Officer, the Chief
Operating Officer and Principal Financial Officer concluded that the Companys
disclosure controls and procedures are effective to timely alert them to any
material information relating to the Company that must be included in the
Companys periodic SEC filings. In addition, there have been no significant
changes in the Companys internal controls or in other factors that could
significantly affect internal controls subsequent to the date of the most
recent evaluation.

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CUISINE SOLUTIONS, INC.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings.

At the end of fiscal year 2002, the Company has filed a civil lawsuit in
the Federal District Court of Brasilia against the controlling partner in the
joint venture, Cuisine Solutions do Brasil Ltda, as a result of the Brazilian
partners failure to disclose financial information and operating results of
Cuisine Solutions do Brasil Ltda to Cuisine Solutions Inc. according to both
the joint venture agreement and Brazilian law. The Company claims full recovery
of the amounts owed by Cuisine Solutions do Brasil Ltda, including the loan of
$763,000, and in addition the management and administrative fees of $895,000
according to the Joint Venture agreement with the Brazilian Partner. Such
amounts have been fully reserved for in prior years. The managing directors of
Cuisine Solutions do Brasil Ltda, Jose Sanchez Aguayo and Rodrigo Sanchez, were
named as nominal defendants in the lawsuit. Due to the current stage of the
filed lawsuit, management cannot predict a judgment and the ultimate outcome
from this lawsuit.

On November 7, 2002, AquaCuisine, Inc, a California company, with
principal place of business in the State of Idaho, signed a promissory note to
pay Cuisine Solutions $196,952 plus interest for payment on returned items.
AquaCuisine has stopped making payments on the promissory note and on December
18, 2003, Cuisine Solutions filed suit in the United States District Court for
the Eastern District of Virginia to demand judgment against AquaCuisine for
approximately $106,000 plus attorney fees. AquaCuisine also owes Cuisine
Solutions approximately $16,000 on another account. Cuisine Solutions will
vigorously pursue payment of these monies. Cuisine Solutions has already
established a reserve for the entire Note in the past, and believes the
ultimate outcome of this matter will not have a material adverse affect on the
Company or its current operations.

Cuisine Solutions, Inc. has been named as a Co-Defendant in a civil
garnishment action in the amount of $625,000 by Caisse Regionale du Morbihan et
de Loire Atlantique du Credit Maritime versus Food Research Corporation (FRC),
currently pending in the Circuit Court of Fairfax County, Virginia. In this
case, Plaintiff alleges that it obtained a judgment against Food Research Corp.
in France, which it now seeks to enforce upon assets of Cuisine Solutions, Inc.
in the Commonwealth of Virginia. In September 2003, Cuisine Solutions filed
its answer to Plaintiffs garnishment summons, denying that it possesses or
controls any funds, assets or any other property belonging to Food Research
Corp. Accordingly, Cuisine Solutions denies any liability in this case. In
December 2003, the plaintiff and FRC agreed to a settlement. The Settlement
Agreement did not adversely affect Cuisine Solutions and the Company will be
released from any garnishment or encumbrances.

In November 2003, Sage Enterprises announced to its suppliers that it was
liquidating the assets of its airline distribution business and freezing all of
its assets until after the liquidation and payments to secured creditors. The
obligations of Sage included $295,000 in payables to Cuisine Solutions.
Cuisine Solutions has explored legal options to recover the money including the
filing of a demand letter for the return of all items Sage had received with
the 10 days prior to the liquidation. Cuisine Solutions is a member of an
unofficial committee of unsecured creditors being represented by the legal firm
Holland & Knight LLP., to oversee the currently unsupervised liquidation of the
assets. Cuisine Solutions will try to recover all that it is due, but the
Company is not currently optimistic about the chances for any recovery. The
Company reserved the entire account due from Sage during the quarter ended
December 13, 2003.

There are no other material pending legal proceedings, other than
ordinary, routine litigation incidental to the Companys business, to which the
Company is a party or to which any of its property is subject. Management does
not believe that any amounts it may be required to pay by reason thereof will
have a material effect on the Companys financial position or results of
operations.

Item 4. Submission of Matters to a Vote of Security Holders

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The Companys 20th annual meeting of shareholders was held on October 22,
2003 in Alexandria, Virginia at the Hilton Alexandria Mark Center. The
following individuals were re-elected to serve as Directors for a period of one
year and until their successors are elected and qualify: Jean-Louis Vilgrain
(Chairman), Stanislas Vilgrain (President & CEO), Sebastien Vilgrain, Mr.
Charles McGettigan and Mr. Robert van Roijen.

Item 5. Other Events and Regulation FD Disclosure

The Company announced on January 20, 2004 that Thomas L. Gregg will become
President of US Operations. Mr. Gregg has been on Cuisine Solutions Advisory
Board for the last year as well as a strategic consultant. Mr. Gregg was
President of the Private Investment firm MacGregor Capital, LLC, and prior to
that CEO of 3-G International, Inc. Mr. Y. Tristan Kuo has been promoted to
Vice President of Finance and corporate Secretary and Treasurer after the
departure of CFO Andreas Pfann. Both Mr. Gregg and Mr. Kuo entered into three
employments agreements with the company during the third quarter fiscal 2004
approved by the Compensation Committee and the full Board. Mr. Kuos agreement
contained provisions for base salary and incentive compensation as well as
provision for severance if released from the agreement. Mr. Greggs agreement
included base salary in cash and equity compensation and provisions for
incentive compensation, as well as a provision for severance if released from
the agreement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

|                       |  |     |                         |                            |  | 
|---------------------- |  | --- | ----------------------- | -------------------------- |  | 
|                       |  |     | CUISINE SOLUTIONS, INC.
|                       |  |     |                         |                            |  | 
|Date: January 27, 2004 |  |     | By:                     | /s/Stanislas Vilgrain     
|                       |  |     |                         | Stanislas Vilgrain        
|                       |  |     |                         | Chief
Executive Officer   
|                       |  |     |                         |                            |  | 
|                       |  | By: | /s/Y. Tristan Kuo      
|                       |  |     |                         | Y. Tristan Kuo            
|                       |  |     |                         | Vice President of Finance,
|                       |  |     |                         | Treasurer and             
|                       |  |     |                         | Corporate Secretary       

EXHIBIT INDEX

|        |  |                                                                                                               
|------- |  | --------------------------------------------------------------------------------------------------------------
|ITEM    |  | DESCRIPTION                                                                                                   
|       
|31.1    |  | Certification of our CEO pursuant to Rule 13a-14(a) of the Securities
Exchange Act of 1934, as amended.       
|       
|31.2    |  | Certification of our VP Finance pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended.
|       
|31.10.1 |  | FIC Loan Agreement with Cuisine Solutions adopted October 2, 2003                                             
|       
|31.10.2 |  | FRC Loan Agreement with Cuisine Solutions adopted November 10, 2003                                           
|       
|32.1    |  | Certifications of our CEO and VP Finance pursuant to 18 U.S.C. §1350.                                         

24